Structures · room 01 of 11
Structures.
Eleven readings on the structures private-markets managers build, in ADGM, the DIFC and across borders: this one, and the ten below it. Each of the ten takes one structural question and follows it to the point at which it binds.
01 · The library
The sequence
Some steps happen once, so the order is part of the structure.
Four things govern every structure described here, and the first is the order in which its steps are taken.
The rooms stand in the order the decisions are taken: build the vehicle, hang the transaction off it, fund it, secure it, get out of it, and divide what is left. Several of those decisions foreclose the ones behind them, which makes the order an argument about sequence rather than a filing system.
The constraints that end transactions are rarely the ones anyone was looking at. They sit in the joints: between two vehicles, between two regulators, or between a document and the version of the rulebook it was written against.
Every constraint in these rooms is set against the thing that creates it. Where a published rule creates it, the rule is named. Where a constitution creates it, the constitution is named. Where neither does, the room says so, because a constraint with no home in any rulebook is the one most often mistaken for a rule.
Where the published instruments stop answering, the room states the question, cites the provision that leaves it open, and does not answer it. A reading that never stops has not been done.
02 · The structure, drawn
The four layers
Six pages follow the spine of a transaction. Four cross it.
A structure has four layers: the holders, the vehicle, the chain beneath it, and the asset. Financing, security, liquidity and the economics are not layers at all; they cross the layers, and that is where they bite.
- The spine
Read downward, each layer can only do what the layer above it permitted. The vehicle is constituted before anything hangs off it; the chain is designed before the asset is bought; the asset is bought once. Rooms 02 to 07 are the six ways a manager decides what stands on this spine and what hangs off it.
- The perimeters
A security perimeter is an enclosure, not a level. A subscription line encloses the holders and their uncalled commitments; a facility at the holding vehicles encloses the chain; asset-level debt encloses one asset and should reach nothing above it. Whether it does is a drafting fact. Rooms 08 and 09 are where those enclosures are drawn and where the route to enforcing them is mapped.
- The top boundary
Everything an investor experiences crosses one line: the line between the holder and the vehicle. Redemption crosses it in one direction and proceeds cross it in the other. Rooms 10 and 11 are the two halves of that crossing, and they are the two rooms in which a manager is most often told that a market standard is a rule.
03 · The rooms
The index
Each reading is named for a structure, never for a service.
Ten pages follow, numbered 02 to 11. They stand in the order the decisions are taken. Each one opens on the question a manager asks, and closes on what stays with the client and its own advisers.
04 · The shape of a room
The anatomy
Seven parts stand in every reading. The last of them is the one that says where we stop.
Five of the seven carry the same name in every reading: when it is reached for, what binds, where it breaks, what each centre does with the question, and where our part ends. The last four of those five stand in that order in all ten. The two before them open the room and draw it, and a room names those two for its own subject rather than for the apparatus. Rooms run eight to ten sections, because some structures need a step the others do not: enforcement needs a perfection sequence, redemption needs a dealing calendar, and co-investment spends a section on a published definition before it can draw anything at all.
- 01 What the structure is The thing itself, stated structurally, before any centre, any rulebook and any preference, and put in the words a manager actually asks it in. Most disputes about a structure turn out to be disputes about what the parties thought it was.
- 02 The structure, drawn The entities, the tiers, the flows and the perimeters, on one page, in whichever form the structure takes: a plate, a chain read tier by tier, a plane crossed by consequence, a pathway through its outcomes, or a sequence with the irreversible steps marked. A structure that cannot be put on one page has not been settled, and the drawing is where that becomes obvious.
- 03 When it is reached for The occasions on which the structure is the answer, and the situations in which it is the wrong answer. The second list is the useful one: a structure is chosen as much by what it cannot carry as by what it can.
- 04 The binding constraints Each constraint carries the stage at which it ordinarily surfaces: at drafting, at authorisation, at first close, at the first drawdown, or under examination two years later. The stage is what decides whether finding it is an edit or a rebuild.
- 05 Where it breaks The ways the structure actually fails, taken from the joints rather than from the headline risk, each paired with the decision that created it. What fails and what caused it are rarely in the same part of the file.
- 06 ADGM and the DIFC What each centre does with the question, read separately. Two rulebooks answering one structural question produce two answers, and neither is evidence of the other. Every reading carries this part, and every reading states where its reading of the two stops.
- 07 Where our part ends What stays with the client and its own regulated, legal and tax advisers, named adviser by adviser rather than as a class, and what the room hands over: the structural blueprint, which records the routes rejected and why.
05 · ADGM and the DIFC
The two centres
Both centres run three rungs on the same logic. Each writes its own rulebook, and the detail is never assumed to travel.
Every reading carries this part, because one structural question is answered by two bodies of law. The free zone and the country around it are separate legal places, and a file that treats them as one errs before a document is read.
ADGM · the common law applied directly
The Application of English Law Regulations 2015 bring in the common law and the rules of equity together, alongside a schedule of designated English enactments applied with specified modifications, and they do their work save where the zone's own legislation provides otherwise. Equity arriving with the common law is the part to notice: it keeps the trust, the fiduciary duty and the injunction inside the toolkit, which for anyone drawing a security package is the difference between an instrument that exists and one that does not.
The DIFC · the centre that legislated
The DIFC took the other road. It enacted its own civil and commercial law, beginning with DIFC Law No. 3 of 2004, wrote its own rules of court and built its own decisions on them. A different research posture, and a different kind of certainty: reading DIFC law means reading DIFC law, because the statutes are the Centre's own and so is the jurisprudence on them.
The tier ladder in each centre, what descending it trades, and where a vehicle is domiciled as against where it is merely offered. Those three settle more of a structure than any other three, and each centre puts them in its own words.
Every figure in this library is read from the instrument on the day it matters. Where a rule fixes a minimum, a cap or a period, the room names the rule that fixes it and leaves the figure to that reading. That is the first thing to establish and the cheapest. Where the text saying a structure is permitted, available or effective in a named centre has been read, the room cites it; where it has not, the room states the question instead.
06 · The line
Structural analysis and professional advice
They sign the law. We hold the structure their advice is set against, and stress-test it against the one you meant to build.
Everyone named below arrives to a structure that already exists. The fortnight in which it does not yet exist, and every option is still open, is the one this library is written for.
Drafts the structure in front of it, and stands behind what it drafts. The question of which structure should have been in front of it is asked earlier, in the fortnight before counsel is instructed. That is the fortnight this library is written for.
Every treaty position, every substance requirement, every crossing on the way up, and the characterisation of every intra-group instrument. These rooms draw the crossing and frame the question for the right adviser about the right leg; the answer is that adviser's, and it is given in its own name.
Operate the vehicle and compute what it is worth, to the standard the constitution fixed. By the time they are appointed, the decisions that will govern their work for ten years have already been taken.
Price the risk they are shown against the security they are offered. What can be shown, and what can lawfully be granted, is a function of a structure drawn before the first credit conversation.
The perimeter opinion in each place an offer will be made, the security, perfection and priority opinions in each place a register or an account sits, and the analysis of what a director appointed in that place actually owes.
What every reading in this library ends on, and what an engagement hands over: the structure drawn, every option rejected with the constraint that removed it, each constraint set against the instrument that creates it, the sequence with the irreversible steps marked, and the questions the instruments leave open. That is execution-readiness: every party above then executes against it, and execution stays with the manager and its appointed counterparties.
Read at the Application of English Law Regulations 2015 and DIFC Law No. 3 of 2004
What we do · 13 minute readWhat we doTransaction structuring for private-markets managers in ADGM, the DIFC and the routes between them. The structure, the constraints, and where your advisers take over.
Structures · 16 minute readFund and asset financingSubscription lines, NAV facilities and asset-level debt sit at three points in one structure. Each secures something different, and the total says nothing.
Structures · 18 minute readSecurity and enforcementSecurity packages read backwards from the enforcement step: which court, which register, which country, and the perfection steps that cannot be taken twice.